Common use of Employee Relations and Benefits Clause in Contracts

Employee Relations and Benefits. (a) The parties hereto intend that there shall be continuity of employment for all CDG employees listed on Schedule 5.1 (a) (i) ("CDG EMPLOYEES"). Buyer will be responsible for the payment of all severance benefits, if any, consistent with severance practices set forth on Schedule 5.1(a)(ii), and other costs related to any termination of the CDG Employees by Buyer on or after the Closing Date. CDG Employees who are employed by CDG at Closing shall be referred to as "TRANSFERRED EMPLOYEES." (b) As of the Closing Date, each Transferred Employee shall participate in employee benefit plans, agreements, programs, policies and arrangements of Buyer that are no less favorable in the aggregate than those that cover similarly situated employees of Buyer ("BUYER PLANS"). Notwithstanding the above, with respect to medical and dental welfare benefits, Transferred Employees will continue to receive coverage under CP's medical and dental plans from the Closing Date through the end of the calendar month in which the Closing Date occurs, with respect to claims incurred during such period. On the first day of the calendar month immediately following the Closing Date, Transferred Employees shall participate in Buyer's medical and dental plans, and such plans shall be responsible for any claims thereafter. (c) CP shall or shall cause the applicable plan to retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents subject to and in accordance with the terms of the applicable plan for payment of such expenses and benefits prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of long-term disability benefits, when the disability occurs and, in the case of a hospital stay, when the employee first enters the hospital. (d) With respect to any Buyer Plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any Buyer Plan that would be a "welfare benefit plan" (as defined in Section 3(1) of ERISA) if it were subject to ERISA, Buyer shall (i) cause there to be waived any pre-existing condition applicable to the Transferred Employees, to the extent waived under CDG's similar welfare benefit Plan, (ii) give effect for the year in which the Closing Date occurs, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar CDG Plans, as in effect immediately prior to the Closing Date and (iii) recognize all credited service to the same extent such service was recognized under similar CDG Plans immediately prior to the Closing Date. (e) As of the Closing Date with respect to each Transferred Employee, CP shall cause the participation by each such employee in the Xxxxxx Retirement Plan (the "PENSION PLAN") to cease and shall cause the accrued benefit of each such Transferred Employee in the Pension Plan to fully vest. No assets or liabilities with respect to the Transferred Employees shall be transferred as a result of this Agreement from the Pension Plan to any plan or arrangement established by Buyer or any other employer for the benefit of the Transferred Employees (other than pursuant to an eligible rollover distribution). Benefits payable to the Transferred Employees under the Pension Plan through the Closing Date shall be payable to such Transferred Employees pursuant to the terms of, and at the time and in the amounts provided under, the Pension Plan based upon such Transferred Employees' years of service with, and compensation received from, CDG through the Closing Date (including periods of employment with any other employer which is taken into account under the Pension Plan). No period of service by any Transferred Employee with Buyer or any other employer and no compensation earned by any Transferred Employee for services performed for Buyer or any other employer shall be taken into account under the Pension Plan as a result of this Agreement except as expressly provided above. (f) As of the Closing Date with respect to each Transferred Employee, CP shall (i) cause the account balance of each Transferred Employee in the Xxxxxx Savings Plan ("CP'S 401(K) PLAN") to fully vest, (ii) cause the participation by each Transferred Employee in the CP's 401(k) Plan to cease and (iii) make distributions to such Transferred Employees in accordance with the terms of the CP's 401(k) Plan and applicable law. (g) Buyer shall take all steps necessary to permit each such Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the Pension Plan or CP's 401(k) Plan, if any, to roll such eligible rollover distribution into an account under the Buyer's Associate Investment Plan (the "BUYER'S 401(K) PLAN"). Periods of employment by Transferred Employees with CDG for which credit was given under the CP's 401(k) Plan shall be taken into account for purposes of eligibility and vesting (but not benefit accrual) under the Buyer's 401(k) Plan and any Buyer Plan that is a "pension plan" (as defined in section 3(2) of ERISA). (h) With respect to any accrued but unused vacation time to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to the Closing Date (the "VACATION POLICY"), which Vacation Policy is set forth on Schedule 5.1(h), Buyer shall assume the liability for such accrued vacation and allow such Transferred Employee to use such accrued vacation; PROVIDED, HOWEVER, that if Buyer deems it necessary to disallow such Transferred Employee from taking such accrued vacation, Buyer shall be liable for and pay in cash to each such Transferred Employee an amount equal to such accrued but unused vacation time in accordance with the terms of the Vacation Policy; and PROVIDED, FURTHER, that Buyer shall be liable for and pay in cash an amount equal to such accrued but unused vacation time to any Transferred Employee whose employment terminates for any reason subsequent to the Closing Date, subject to the terms of the Vacation Policy. Nothing herein shall be deemed to require Buyer to continue the Vacation Policy on or after the Closing Date for the Transferred Employees. (i) Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), and any other applicable law and to otherwise comply with any such statute with respect to any "plant closing" or "mass layoff" (as defined in WARN) or similar event affecting any Transferred Employees and occurring on or after the date such person becomes a Transferred Employee. Buyer shall indemnify and hold harmless the Seller Indemnified Parties with respect to any liability under WARN or other applicable law arising from the actions (or inactions) of Buyer or its affiliates with respect to the termination of the Transferred Employees by Buyer on or after the Closing Date. (j) Nothing herein, expressed or implied, shall confer upon any employee or former employee of CDG, Buyer, Sellers or any of their affiliates (including, without limitation, the Transferred Employees), any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement. (k) CP shall use reasonable efforts to provide to Buyer Corporate Services and Non-Corporate Services (as those terms are defined in the Transition Services Agreement, as amended hereby) relating to the Business pursuant to the Transition Services Agreement on the terms and subject to the conditions set forth therein, as amended hereby.

Employee Relations and Benefits. (a) The parties hereto intend that there Parent and Dubbell shall take, or cause to be continuity of employment for all CDG employees listed on Schedule 5.1 (a) taken, such corporate action as is necessary to cause (i) the Parent Employee Benefit Plans to be assumed by PFRM as of or prior to the Closing Date, ("CDG EMPLOYEES"). Buyer will be responsible for ii) the payment of all severance benefits, if any, consistent with severance practices set forth on Schedule 5.1(a)(ii), Parent and other costs related the Company to any termination cease as of the CDG Employees by Buyer on or Closing Date to be participating employers in any of the Parent Employee Benefit Plans and (iii) the Parent and the Company to have no liability as of and after the Closing Date. CDG Employees who are employed by CDG at Closing shall be referred Date to as "TRANSFERRED EMPLOYEESPFRM or any other Person in respect of any Parent Employee Benefit Plan." (b) As of the Closing Date, each Transferred Employee Dubbell shall participate in employee benefit plans, agreements, programs, policies cause PFRM and arrangements of Buyer that are no less favorable in the aggregate than those that cover similarly situated employees of Buyer ("BUYER PLANS"). Notwithstanding the above, with respect to medical and dental welfare benefits, Transferred Employees will continue to receive coverage under CP's medical and dental plans from the Closing Date through the end of the calendar month in which the Closing Date occurs, with respect to claims incurred during such period. On the first day of the calendar month immediately its Affiliates following the Closing Date, Transferred Employees shall participate and the Parent Employee Benefit Plans, to be responsible for all claims of participants in Buyer's medical and dental plans, and such plans the Parent Employee Benefit Plans (including those persons who remain employed with the Company immediately following the Closing Date (the "POST-CLOSING COMPANY EMPLOYEES")) for payments or benefits thereunder. The Parent Employee Benefit Plans shall be responsible for any all claims thereafter. (c) CP shall or shall cause the applicable plan to retain responsibility of Post-Closing Company Employees for and continue to pay all medicalworker's compensation, life insurance, disability unemployment compensation and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents subject to and in accordance with the terms of the applicable plan for payment of such expenses and benefits prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of longgovernment-term disability mandated benefits, when the disability occurs andand for weekly indemnity, in the case of a hospital staylife, when the employee first enters the hospital. (d) With respect to any Buyer Plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974/medical/surgical, as amended ("ERISA")) or any Buyer Plan that would be a "welfare benefit plan" (as defined in Section 3(1) of ERISA) if it disability, major medical and dental benefits, for expenses which were subject to ERISA, Buyer shall (i) cause there to be waived any pre-existing condition applicable to the Transferred Employees, to the extent waived under CDG's similar welfare benefit Plan, (ii) give effect for the year in which the Closing Date occurs, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar CDG Plans, as in effect immediately prior to the Closing Date and (iii) recognize all credited service to are payable under the same extent such service was recognized under similar CDG Plans immediately prior to the Closing Date. (e) As terms and conditions of any of the Closing Date with respect to each Transferred Employee, CP shall cause Parent Employee Benefit Plans. Those employee benefit plans maintained by the participation by each such employee in the Xxxxxx Retirement Plan (the "PENSION PLAN") to cease and shall cause the accrued benefit of each such Transferred Employee in the Pension Plan to fully vest. No assets or liabilities with respect to the Transferred Employees shall be transferred as a result of this Agreement from the Pension Plan to any plan or arrangement established by Buyer or any other employer for the benefit of the Transferred Employees (other than pursuant to an eligible rollover distribution). Benefits payable to the Transferred Employees under the Pension Plan through the Closing Date shall be payable to such Transferred Employees pursuant to the terms of, and at the time and in the amounts provided under, the Pension Plan based upon such Transferred Employees' years of service with, and compensation received from, CDG through the which Post-Closing Date (including periods of employment with any other employer which is taken into account under the Pension Plan). No period of service by any Transferred Employee with Buyer or any other employer and no compensation earned by any Transferred Employee for services performed for Buyer or any other employer shall be taken into account under the Pension Plan as a result of this Agreement except as expressly provided above. (f) As of the Closing Date with respect to each Transferred Employee, CP shall (i) cause the account balance of each Transferred Employee in the Xxxxxx Savings Plan ("CP'S 401(K) PLAN") to fully vest, (ii) cause the participation by each Transferred Employee in the CP's 401(k) Plan to cease and (iii) make distributions to such Transferred Company Employees in accordance with the terms of the CP's 401(k) Plan and applicable law. (g) Buyer shall take all steps necessary to permit each such Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the Pension Plan or CP's 401(k) Plan, if any, to roll such eligible rollover distribution into an account under the Buyer's Associate Investment Plan (the "BUYER'S 401(K) PLAN"). Periods of employment by Transferred Employees with CDG for which credit was given under the CP's 401(k) Plan shall be taken into account for purposes of eligibility and vesting (but not benefit accrual) under the Buyer's 401(k) Plan and any Buyer Plan that is a "pension plan" (as defined in section 3(2) of ERISA). (h) With respect to any accrued but unused vacation time to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to the Closing Date (the "VACATION POLICY"), which Vacation Policy is set forth participate on Schedule 5.1(h), Buyer shall assume the liability for such accrued vacation and allow such Transferred Employee to use such accrued vacation; PROVIDED, HOWEVER, that if Buyer deems it necessary to disallow such Transferred Employee from taking such accrued vacation, Buyer shall be liable for and pay in cash to each such Transferred Employee an amount equal to such accrued but unused vacation time in accordance with the terms of the Vacation Policy; and PROVIDED, FURTHER, that Buyer shall be liable for and pay in cash an amount equal to such accrued but unused vacation time to any Transferred Employee whose employment terminates for any reason subsequent to the Closing Date, subject and which are analogous to a plan or program described in the terms of preceding sentence (the Vacation Policy. Nothing herein "BUYER WELFARE PLANS"), shall be deemed to require Buyer to continue the Vacation Policy responsible for all claims for expenses incurred on or after following the Closing Date for the Transferred Employees. (i) Buyer agrees to provide any required notice and which are payable under the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), and any other applicable law and to otherwise comply with any such statute with respect to any "plant closing" or "mass layoff" (as defined in WARN) or similar event affecting any Transferred Employees and occurring on or after the date such person becomes a Transferred Employee. Buyer shall indemnify and hold harmless the Seller Indemnified Parties with respect to any liability under WARN or other applicable law arising from the actions (or inactions) of Buyer or its affiliates with respect to the termination of the Transferred Employees by Buyer on or after the Closing Date. (j) Nothing herein, expressed or implied, shall confer upon any employee or former employee of CDG, Buyer, Sellers or any of their affiliates (including, without limitation, the Transferred Employees), any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement. (k) CP shall use reasonable efforts to provide to Buyer Corporate Services and Non-Corporate Services (as those terms are defined in the Transition Services Agreement, as amended hereby) relating to the Business pursuant to the Transition Services Agreement on the terms and subject to conditions of any of the conditions set forth therein, as amended herebyBuyer Welfare Plans.

Employee Relations and Benefits. (a) The parties hereto intend that there Effective as of the Closing, and for a period of 12 months thereafter, the Buyer shall cause MTC and its Subsidiaries to provide to the individuals who are employees of MTC or any of its Subsidiaries on the Closing Date (the “Affected Employees”), to the extent and only so long as they remain as employees of MTC or any of its Subsidiaries during such 12 month period, compensation and employee benefits which in the aggregate are substantially equal in value to the compensation and benefits provided by MTC or its Subsidiaries to the Affected Employees at the time of Closing. For a period of 12 months after Closing, the Affected Employees shall be continuity of employment for all CDG employees listed entitled to severance pay on Schedule 5.1 (a) (i) ("CDG EMPLOYEES"). Buyer will be responsible for substantially the payment of all severance benefits, if any, same terms as currently provided by and in a manner consistent with severance the current practices set forth on Schedule 5.1(a)(ii)of, MTC and other costs related to any termination of its Subsidiaries, as disclosed in the CDG Employees by Buyer on or after the Closing Date. CDG Employees who are employed by CDG at Closing shall be referred to as "TRANSFERRED EMPLOYEESSeller Disclosure Schedule." (b) As of To the Closing Date, each Transferred Employee shall extent that the Affected Employees become eligible to participate in any employee benefit plansplan, agreementsprogram or arrangement maintained by the Buyer or any of its Affiliates, programs, policies and arrangements of the Buyer that are no less favorable in shall cause the aggregate than those that cover similarly situated employees of Buyer ("BUYER PLANS"). Notwithstanding the above, with respect to medical and dental welfare benefits, Transferred Affected Employees will continue to receive coverage under CP's medical and dental plans from credit for all periods of employment and/or service with MTC (including service with predecessor employers, where such credit was provided by MTC) prior to the Closing Date through for purposes of determining eligibility and vesting service, to the end extent such credit does not result in a duplication of the calendar month in which the Closing Date occurs, with respect to claims incurred during such period. On the first day of the calendar month immediately following the Closing Date, Transferred Employees shall participate in Buyer's medical and dental plans, and such plans shall be responsible for any claims thereafterbenefits. (c) CP shall or The Buyer shall cause all welfare benefit plans in which Affected Employees participate following the applicable plan Closing to retain responsibility for and continue to pay (i) waive all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee waiting periods with respect to claims incurred by such employees or participation and coverage requirements applicable to the Affected Employees and their covered dependents subject under such plans (except to the extent that such waiting periods would apply under the Company’s or any of its Subsidiary’s plans as in existence prior to the Closing), to the extent permitted by any insurance carriers and third-party administrators for such plans, and (ii) provide each Affected Employee and his or her covered dependents with credit for any copayments and deductibles paid during the relevant plan year prior to Closing in satisfying any applicable deductible or out-of-pocket requirements under such plans, to the extent permitted by any insurance carriers and third-party administrators for such plans. This Section 6.12(c) shall not apply with respect to any German welfare benefit plans which is applicable to German Affected Employees, except that all such plans shall be continued in accordance with applicable Law and under their regular terms in the same way as if the Acquisition had not been consummated and that any expectancy rights (Anwartschaftsrechte) which may exist due to terms of service, copayments by Affected Employees or otherwise will be fully recognized. (d) Nothing contained in this Section 6.12 shall confer upon any Affected Employee, or legal representative or beneficiary thereof, any rights or remedies, be construed as requiring the Buyer or MTC to continue any specific employee benefit plans or to continue the employment of any specific person, or prevent the Buyer or MTC from modifying or terminating any Benefit Plan, or otherwise modifying the terms and conditions of an Affected Employee’s employment. (e) The Buyer shall have full responsibility for compliance with the applicable plan Worker’s Adjustment and Restraining Notification Act of 1988, as amended, and be solely responsible for payment furnishing any required notice of such expenses any “plant closing” or “mass layoff”, as applicable, which arise as a result of any facility closings, reductions in work force or termination or other action, that MTC and benefits prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees its Subsidiaries may cause or their covered dependents initiate on or after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of long-term disability benefits, when the disability occurs and, in the case of a hospital stay, when the employee first enters the hospital. (d) With respect to any Buyer Plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any Buyer Plan that would be a "welfare benefit plan" (as defined in Section 3(1) of ERISA) if it were subject to ERISA, Buyer shall (i) cause there to be waived any pre-existing condition applicable to the Transferred Employees, to the extent waived under CDG's similar welfare benefit Plan, (ii) give effect for the year in which the Closing Date occurs, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar CDG Plans, as in effect immediately prior to the Closing Date and (iii) recognize all credited service to the same extent such service was recognized under similar CDG Plans immediately prior to the Closing Date. (e) As of the Closing Date with respect to each Transferred Employee, CP shall cause the participation by each such employee in the Xxxxxx Retirement Plan (the "PENSION PLAN") to cease and shall cause the accrued benefit of each such Transferred Employee in the Pension Plan to fully vest. No assets or liabilities with respect to the Transferred Employees shall be transferred as a result of this Agreement from the Pension Plan to any plan or arrangement established by Buyer or any other employer for the benefit of the Transferred Employees (other than pursuant to an eligible rollover distribution). Benefits payable to the Transferred Employees under the Pension Plan through the Closing Date shall be payable to such Transferred Employees pursuant to the terms of, jointly and at the time severally indemnify Sellers and in the amounts provided under, the Pension Plan based upon such Transferred Employees' years of service with, and compensation received from, CDG through the Closing Date (including periods of employment with any other employer which is taken into account under the Pension Plan). No period of service by any Transferred Employee with Buyer or any other employer and no compensation earned by any Transferred Employee for services performed for Buyer or any other employer shall be taken into account under the Pension Plan as a result of this Agreement except as expressly provided above. (f) As of the Closing Date with respect to each Transferred Employee, CP shall (i) cause the account balance of each Transferred Employee in the Xxxxxx Savings Plan ("CP'S 401(K) PLAN") to fully vest, (ii) cause the participation by each Transferred Employee in the CP's 401(k) Plan to cease and (iii) make distributions to such Transferred Employees in accordance with the terms of the CP's 401(k) Plan and applicable law. (g) Buyer shall take all steps necessary to permit each such Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the Pension Plan or CP's 401(k) Plan, if any, to roll such eligible rollover distribution into an account under the Buyer's Associate Investment Plan (the "BUYER'S 401(K) PLAN"). Periods of employment by Transferred Employees with CDG for which credit was given under the CP's 401(k) Plan shall be taken into account for purposes of eligibility and vesting (but not benefit accrual) under the Buyer's 401(k) Plan and any Buyer Plan that is a "pension plan" (as defined in section 3(2) of ERISA). (h) With respect to any accrued but unused vacation time to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to the Closing Date (the "VACATION POLICY"), which Vacation Policy is set forth on Schedule 5.1(h), Buyer shall assume the liability for such accrued vacation and allow such Transferred Employee to use such accrued vacation; PROVIDED, HOWEVER, that if Buyer deems it necessary to disallow such Transferred Employee from taking such accrued vacation, Buyer shall be liable for and pay in cash to each such Transferred Employee an amount equal to such accrued but unused vacation time in accordance with the terms of the Vacation Policy; and PROVIDED, FURTHER, that Buyer shall be liable for and pay in cash an amount equal to such accrued but unused vacation time to any Transferred Employee whose employment terminates their respective Affiliates for any reason subsequent to the Closing Dateliability related thereto, subject to the terms of the Vacation Policy. Nothing herein shall be deemed to require Buyer to continue the Vacation Policy on or after the Closing Date for the Transferred Employeesincluding reasonable attorneys’ fees related thereto. (i) Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), and any other applicable law and to otherwise comply with any such statute with respect to any "plant closing" or "mass layoff" (as defined in WARN) or similar event affecting any Transferred Employees and occurring on or after the date such person becomes a Transferred Employee. Buyer shall indemnify and hold harmless the Seller Indemnified Parties with respect to any liability under WARN or other applicable law arising from the actions (or inactions) of Buyer or its affiliates with respect to the termination of the Transferred Employees by Buyer on or after the Closing Date. (j) Nothing herein, expressed or implied, shall confer upon any employee or former employee of CDG, Buyer, Sellers or any of their affiliates (including, without limitation, the Transferred Employees), any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement. (k) CP shall use reasonable efforts to provide to Buyer Corporate Services and Non-Corporate Services (as those terms are defined in the Transition Services Agreement, as amended hereby) relating to the Business pursuant to the Transition Services Agreement on the terms and subject to the conditions set forth therein, as amended hereby.

Employee Relations and Benefits. (a) The parties hereto intend that there Parent and Dubbell shall take, or cause to be continuity of employment for all CDG employees listed on Schedule 5.1 (a) taken, such corporate action as is necessary to cause (i) ("CDG EMPLOYEES"). Buyer will the Parent Employee Benefit Plans to be responsible for the payment assumed by PFRM as of all severance benefits, if any, consistent with severance practices set forth on Schedule 5.1(a)(ii), and other costs related or prior to any termination of the CDG Employees by Buyer on or after the Closing Date. CDG Employees who are employed by CDG at , (ii) the Parent and the Company to cease as of the Closing shall Date to be referred participating employers in any of the Parent Employee Benefit Plans and (iii) the Parent and the Company to have no liability as "TRANSFERRED EMPLOYEESof and after -50- 58 the Closing Date to PFRM or any other Person in respect of any Parent Employee Benefit Plan." (b) As of the Closing Date, each Transferred Employee Dubbell shall participate in employee benefit plans, agreements, programs, policies cause PFRM and arrangements of Buyer that are no less favorable in the aggregate than those that cover similarly situated employees of Buyer ("BUYER PLANS"). Notwithstanding the above, with respect to medical and dental welfare benefits, Transferred Employees will continue to receive coverage under CP's medical and dental plans from the Closing Date through the end of the calendar month in which the Closing Date occurs, with respect to claims incurred during such period. On the first day of the calendar month immediately its Affiliates following the Closing Date, Transferred Employees shall participate and the Parent Employee Benefit Plans, to be responsible for all claims of participants in Buyer's medical and dental plans, and such plans the Parent Employee Benefit Plans (including those persons who remain employed with the Company immediately following the Closing Date (the "Post-Closing Company Employees")) for payments or benefits thereunder. The Parent Employee Benefit Plans shall be responsible for any all claims thereafter. (c) CP shall or shall cause the applicable plan to retain responsibility of Post-Closing Company Employees for and continue to pay all medicalworker's compensation, life insurance, disability unemployment compensation and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents subject to and in accordance with the terms of the applicable plan for payment of such expenses and benefits prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of longgovernment-term disability mandated benefits, when the disability occurs andand for weekly indemnity, in the case of a hospital staylife, when the employee first enters the hospital. (d) With respect to any Buyer Plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974/medical/surgical, as amended ("ERISA")) or any Buyer Plan that would be a "welfare benefit plan" (as defined in Section 3(1) of ERISA) if it disability, major medical and dental benefits, for expenses which were subject to ERISA, Buyer shall (i) cause there to be waived any pre-existing condition applicable to the Transferred Employees, to the extent waived under CDG's similar welfare benefit Plan, (ii) give effect for the year in which the Closing Date occurs, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar CDG Plans, as in effect immediately prior to the Closing Date and (iii) recognize all credited service to are payable under the same extent such service was recognized under similar CDG Plans immediately prior to the Closing Date. (e) As terms and conditions of any of the Closing Date with respect to each Transferred Employee, CP shall cause Parent Employee Benefit Plans. Those employee benefit plans maintained by the participation by each such employee in the Xxxxxx Retirement Plan (the "PENSION PLAN") to cease and shall cause the accrued benefit of each such Transferred Employee in the Pension Plan to fully vest. No assets or liabilities with respect to the Transferred Employees shall be transferred as a result of this Agreement from the Pension Plan to any plan or arrangement established by Buyer or any other employer for the benefit of the Transferred Employees (other than pursuant to an eligible rollover distribution). Benefits payable to the Transferred Employees under the Pension Plan through the Closing Date shall be payable to such Transferred Employees pursuant to the terms of, and at the time and in the amounts provided under, the Pension Plan based upon such Transferred Employees' years of service with, and compensation received from, CDG through the which Post-Closing Date (including periods of employment with any other employer which is taken into account under the Pension Plan). No period of service by any Transferred Employee with Buyer or any other employer and no compensation earned by any Transferred Employee for services performed for Buyer or any other employer shall be taken into account under the Pension Plan as a result of this Agreement except as expressly provided above. (f) As of the Closing Date with respect to each Transferred Employee, CP shall (i) cause the account balance of each Transferred Employee in the Xxxxxx Savings Plan ("CP'S 401(K) PLAN") to fully vest, (ii) cause the participation by each Transferred Employee in the CP's 401(k) Plan to cease and (iii) make distributions to such Transferred Company Employees in accordance with the terms of the CP's 401(k) Plan and applicable law. (g) Buyer shall take all steps necessary to permit each such Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the Pension Plan or CP's 401(k) Plan, if any, to roll such eligible rollover distribution into an account under the Buyer's Associate Investment Plan (the "BUYER'S 401(K) PLAN"). Periods of employment by Transferred Employees with CDG for which credit was given under the CP's 401(k) Plan shall be taken into account for purposes of eligibility and vesting (but not benefit accrual) under the Buyer's 401(k) Plan and any Buyer Plan that is a "pension plan" (as defined in section 3(2) of ERISA). (h) With respect to any accrued but unused vacation time to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to the Closing Date (the "VACATION POLICY"), which Vacation Policy is set forth participate on Schedule 5.1(h), Buyer shall assume the liability for such accrued vacation and allow such Transferred Employee to use such accrued vacation; PROVIDED, HOWEVER, that if Buyer deems it necessary to disallow such Transferred Employee from taking such accrued vacation, Buyer shall be liable for and pay in cash to each such Transferred Employee an amount equal to such accrued but unused vacation time in accordance with the terms of the Vacation Policy; and PROVIDED, FURTHER, that Buyer shall be liable for and pay in cash an amount equal to such accrued but unused vacation time to any Transferred Employee whose employment terminates for any reason subsequent to the Closing Date, subject and which are analogous to a plan or program described in the terms of preceding sentence (the Vacation Policy. Nothing herein "Buyer Welfare Plans"), shall be deemed to require Buyer to continue the Vacation Policy responsible for all claims for expenses incurred on or after following the Closing Date for the Transferred Employees. (i) Buyer agrees to provide any required notice and which are payable under the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), and any other applicable law and to otherwise comply with any such statute with respect to any "plant closing" or "mass layoff" (as defined in WARN) or similar event affecting any Transferred Employees and occurring on or after the date such person becomes a Transferred Employee. Buyer shall indemnify and hold harmless the Seller Indemnified Parties with respect to any liability under WARN or other applicable law arising from the actions (or inactions) of Buyer or its affiliates with respect to the termination of the Transferred Employees by Buyer on or after the Closing Date. (j) Nothing herein, expressed or implied, shall confer upon any employee or former employee of CDG, Buyer, Sellers or any of their affiliates (including, without limitation, the Transferred Employees), any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement. (k) CP shall use reasonable efforts to provide to Buyer Corporate Services and Non-Corporate Services (as those terms are defined in the Transition Services Agreement, as amended hereby) relating to the Business pursuant to the Transition Services Agreement on the terms and subject to conditions of any of the conditions set forth therein, as amended herebyBuyer Welfare Plans.

Employee Relations and Benefits. (a) The parties hereto intend that there shall be continuity Effective as of employment for all CDG employees listed on Schedule 5.1 (a) (i) ("CDG EMPLOYEES"). Buyer will be responsible for the payment of all severance benefits, if any, consistent with severance practices set forth on Schedule 5.1(a)(ii)Closing, and other costs related for a period of 12 months thereafter, the Buyer shall cause MTC and its Subsidiaries to any termination of provide to the CDG Employees by Buyer on or after the Closing Date. CDG Employees individuals who are employed by CDG at Closing shall be referred to as "TRANSFERRED EMPLOYEES." (b) As of the Closing Date, each Transferred Employee shall participate in employee benefit plans, agreements, programs, policies and arrangements of Buyer that are no less favorable in the aggregate than those that cover similarly situated employees of Buyer ("BUYER PLANS"). Notwithstanding the above, with respect to medical and dental welfare benefits, Transferred Employees will continue to receive coverage under CP's medical and dental plans from the Closing Date through the end of the calendar month in which the Closing Date occurs, with respect to claims incurred during such period. On the first day of the calendar month immediately following the Closing Date, Transferred Employees shall participate in Buyer's medical and dental plans, and such plans shall be responsible for any claims thereafter. (c) CP shall or shall cause the applicable plan to retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents subject to and in accordance with the terms of the applicable plan for payment of such expenses and benefits prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of long-term disability benefits, when the disability occurs and, in the case of a hospital stay, when the employee first enters the hospital. (d) With respect to any Buyer Plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) MTC or any Buyer Plan that would be a "welfare benefit plan" (as defined in Section 3(1) of ERISA) if it were subject to ERISA, Buyer shall (i) cause there to be waived any pre-existing condition applicable to the Transferred Employees, to the extent waived under CDG's similar welfare benefit Plan, (ii) give effect for the year in which the Closing Date occurs, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Transferred Employees with respect to similar CDG Plans, as in effect immediately prior to the Closing Date and (iii) recognize all credited service to the same extent such service was recognized under similar CDG Plans immediately prior to the Closing Date. (e) As of the Closing Date with respect to each Transferred Employee, CP shall cause the participation by each such employee in the Xxxxxx Retirement Plan (the "PENSION PLAN") to cease and shall cause the accrued benefit of each such Transferred Employee in the Pension Plan to fully vest. No assets or liabilities with respect to the Transferred Employees shall be transferred as a result of this Agreement from the Pension Plan to any plan or arrangement established by Buyer or any other employer for the benefit of the Transferred Employees (other than pursuant to an eligible rollover distribution). Benefits payable to the Transferred Employees under the Pension Plan through the Closing Date shall be payable to such Transferred Employees pursuant to the terms of, and at the time and in the amounts provided under, the Pension Plan based upon such Transferred Employees' years of service with, and compensation received from, CDG through the Closing Date (including periods of employment with any other employer which is taken into account under the Pension Plan). No period of service by any Transferred Employee with Buyer or any other employer and no compensation earned by any Transferred Employee for services performed for Buyer or any other employer shall be taken into account under the Pension Plan as a result of this Agreement except as expressly provided above. (f) As of the Closing Date with respect to each Transferred Employee, CP shall (i) cause the account balance of each Transferred Employee in the Xxxxxx Savings Plan ("CP'S 401(K) PLAN") to fully vest, (ii) cause the participation by each Transferred Employee in the CP's 401(k) Plan to cease and (iii) make distributions to such Transferred Employees in accordance with the terms of the CP's 401(k) Plan and applicable law. (g) Buyer shall take all steps necessary to permit each such Transferred Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from the Pension Plan or CP's 401(k) Plan, if any, to roll such eligible rollover distribution into an account under the Buyer's Associate Investment Plan (the "BUYER'S 401(K) PLAN"). Periods of employment by Transferred Employees with CDG for which credit was given under the CP's 401(k) Plan shall be taken into account for purposes of eligibility and vesting (but not benefit accrual) under the Buyer's 401(k) Plan and any Buyer Plan that is a "pension plan" (as defined in section 3(2) of ERISA). (h) With respect to any accrued but unused vacation time to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to its Subsidiaries on the Closing Date (the "VACATION POLICYAFFECTED EMPLOYEES"), to the extent and only so long as they remain as employees of MTC or any of its Subsidiaries during such 12 month period, compensation and employee benefits which Vacation Policy is set forth in the aggregate are substantially equal in value to the compensation and benefits provided by MTC or its Subsidiaries to the Affected Employees at the time of Closing. For a period of 12 months after Closing, the Affected Employees shall be entitled to severance pay on Schedule 5.1(h)substantially the same terms as currently provided by and in a manner consistent with the current practices of, MTC and its Subsidiaries, as disclosed in the Seller Disclosure Schedule. (b) To the extent that the Affected Employees become eligible to participate in any employee benefit plan, program or arrangement maintained by the Buyer or any of its Affiliates, the Buyer shall assume cause the liability Affected Employees to receive credit for all periods of employment and/or service with MTC (including service with predecessor employers, where such accrued vacation and allow such Transferred Employee credit was provided by MTC) prior to use such accrued vacation; PROVIDED, HOWEVER, that if Buyer deems it necessary to disallow such Transferred Employee from taking such accrued vacation, Buyer shall be liable for and pay in cash to each such Transferred Employee an amount equal to such accrued but unused vacation time in accordance with the terms of the Vacation Policy; and PROVIDED, FURTHER, that Buyer shall be liable for and pay in cash an amount equal to such accrued but unused vacation time to any Transferred Employee whose employment terminates for any reason subsequent to the Closing Date, subject to the terms of the Vacation Policy. Nothing herein shall be deemed to require Buyer to continue the Vacation Policy on or after the Closing Date for purposes of determining eligibility and vesting service, to the Transferred Employeesextent such credit does not result in a duplication of benefits. (c) The Buyer shall cause all welfare benefit plans in which Affected Employees participate following the Closing to (i) Buyer agrees waive all waiting periods with respect to provide any required notice participation and coverage requirements applicable to the Affected Employees and their covered dependents under such plans (except to the extent that such waiting periods would apply under the Worker Company's or any of its Subsidiary's plans as in existence prior to the Closing), to the extent permitted by any insurance carriers and third-party administrators for such plans, and (ii) provide each Affected Employee and his or her covered dependents with credit for any copayments and deductibles paid during the relevant plan year prior to Closing in satisfying any applicable deductible or out-of-pocket requirements under such plans, to the extent permitted by any insurance carriers and third-party administrators for such plans. This Section 6.12(c) shall not apply with respect to any German welfare benefit plans which is applicable to German Affected Employees, except that all such plans shall be continued in accordance with applicable Law and under their regular terms in the same way as if the Acquisition had not been consummated and that any expectancy rights (Anwartschaftsrechte) which may exist due to terms of service, copayments by Affected Employees or otherwise will be fully recognized. (d) Nothing contained in this Section 6.12 shall confer upon any Affected Employee, or legal representative or beneficiary thereof, any rights or remedies, be construed as requiring the Buyer or MTC to continue any specific employee benefit plans or to continue the employment of any specific person, or prevent the Buyer or MTC from modifying or terminating any Benefit Plan, or otherwise modifying the terms and conditions of an Affected Employee's employment. (e) The Buyer shall have full responsibility for compliance with the Worker's Adjustment and Retraining Restraining Notification Act of 1988, as amended ("WARN")amended, and be solely responsible for furnishing any other applicable law and to otherwise comply with any such statute with respect to required notice of any "plant closing" or "mass layoff" (", as defined applicable, which arise as a result of any facility closings, reductions in WARN) work force or similar event affecting any Transferred Employees and occurring on or after the date such person becomes a Transferred Employee. Buyer shall indemnify and hold harmless the Seller Indemnified Parties with respect to any liability under WARN termination or other applicable law arising from the actions (action, that MTC and its Subsidiaries may cause or inactions) of Buyer or its affiliates with respect to the termination of the Transferred Employees by Buyer initiate on or after the Closing Date. (j) Nothing herein, expressed or implied, Date and shall confer upon any employee or former employee of CDG, Buyer, jointly and severally indemnify Sellers or any of and their affiliates (including, without limitation, the Transferred Employees), any rights or remedies (including, without limitation, any right to employment or continued employment respective Affiliates for any specified period) of any nature or kind whatsoeverliability related thereto, under or by reason of this Agreementincluding reasonable attorneys' fees related thereto. (k) CP shall use reasonable efforts to provide to Buyer Corporate Services and Non-Corporate Services (as those terms are defined in the Transition Services Agreement, as amended hereby) relating to the Business pursuant to the Transition Services Agreement on the terms and subject to the conditions set forth therein, as amended hereby.